NBFC Registration

NBFCs are the companies registered under the Companies Act, 2013 or earlier Companies Act, 1956 having principal business of providing loans and advances, acquisition of shares, debentures and other stocks issued by Government or other local authorities, insurance business, chit fund business, leasing, hire-purchase, etc. They are engaged in providing financial services to the unorganized sector of the population falling outside the coverage area of the banks.

NBFCs raise their funds from different sources such as financial institutions like banks, insurance companies, public deposits (only for NBFCs holding license to accept deposits from RBI), through issue of debentures, commercial papers and other inter-corporate loans. There is a gradual increase in the percentage of investment of the insurance companies in the NBFCs.

The term 'principal business' is not well-defined by the Reserve Bank of India Act, 1934. Financial activity conducted by any entity shall be considered as its principal business in case the company's financial assets comprises of more than 50 per cent of the total assets and revenue from fiscal assets comprises of more than 50 per cent of the gross income. A company fulfilling both these conditions will be eligible to be registered as NBFC by RBI. Companies primarilyinvolved in financial activity are regulated and supervised by the Reserve Bank.

NBFCs provide financial services similar to banks but they are more concentrated on unorganized sector of the society having low or no credit rating score.

The other differences are:

• NBFCs are barred to accept demand deposits, however, they can accept public deposits after getting license from the RBI.
• NBFCs are not entitled to issue cheques drawn on itself as they do not form part of payment and settlement system.
• Credit guarantee and insurancefacility is not available to depositors in case of NBFC.

Only those NBFCs which have been granted a license depicting their eligibility to accept deposits from the public shall proceed for the same. However, such deposits are not demand deposits.

An unrated NBFC complying with all the prudential norms and maintaining capital adequacy ratio of at least 15% and having NOF of 25 Lakhs is allowed to accept or renew public deposits not exceeding 1.5 times of its NOF or up INR 10 crores, whichever is lower.

On the other hand, a rated NBFC complying with all the prudential requirements are allowed to accept deposits up to 4 times of their NOF.

The Reserve Bank of India (RBI) controls the working of all NBFCs under the framework of RBI Act, 1934 and directions issued by it from time to time. Therefore, every NBFC, to carry out its operations, is required to obtain license from Reserve Bank of India to commence its business.

Any establishment desirous of starting the business of NBFCs shall apply to RBI for obtaining license to operate as NBFCs. But before applying for such license, following conditions must be satisfied:

• Company should be registered under Companies Act, 2013 or previous Companies Act, 1956.
• It should have minimum NOF of INR 2 crore.

Prior approval of RBI is required to initiate any takeover of NBFC. An application is submitted on the letterhead of the company to the Regional office of the RBI for getting the approval. Once the approval is granted, a public notice in the leading newspaper shall be published. Thereafter, the Share-Purchase agreement is signed and takeover is affected. It shall further be kept in mind that only a NBFC can take over another NBFC.

The addition of paid up equity share capital and free reserves as per the latest balance sheet of the company and deducting the following items from it:

• Accumulated losses;
• Deferred Revenue expenditures;
• Other intangible assets;

The consequential amount is further condensed by following items:

• Investment of such NBFCs in its subsidiaries, same group companies and other NBFCs;
• the book valueexceeding 10% of the amount calculated in (1) above, of debentures, bonds, outstanding loans and advances (including hire-purchase and lease finance) made to, and deposits with its subsidiaries or companies within the same group

After April 1999, the prescribed limit of NOF has been increased to 200 lakhs from 25 lakhs as earlier. The set NOF requirement shall be attained as per the following timeline:

• Rs. 100 lakh by the end of March 2016
• Rs. 200 lakh by the end of March 2017

The management is handed over to the Acquirer and the remaining consideration, if any, shall be paid off within 31 days of the public notice in the newspaper or as mutually agreed by all the parties. As a result of the takeover, all assets of the target company as presented in the balance sheet will be liquidated and liabilities will be paid off. Therefore, the Acquirer receives a clean bank balance in the Company's name calculated on the basis of net worth as on the date of the takeover.

For any change in the shareholding resulting in 26 per cent acquisition/ transfer of the paid up equity capital, or any takeover or acquisition of control of NBFC, or change in the management as a consequence of more than 30 % change in the Board excluding independent directors, prior approval from the Reserve Bank shall be taken. The application shall be made to the RBI for the approval, on the letterhead of the company along with all the necessary documents. The approval usually takes 1-3 months of processing time. After getting approval from RBI, a public notice shall be given in one leading national and one leading local newspaper.Then, the Share Purchase Agreement is prepared and signed, the management is handed over and the consideration remaining, if any, is paid off within the stipulated time of 31 days from public notice or such other time-period as mutually agreed upon by the acquirer and transferee.

W.e.f from 31-03-2016, NBFC can accept maximum 1.1 times of Net owned fund